Our ref: [ ] - Sports Direct International

Adopted by the board on 11 February 2007
Constitution
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
1. The Committee has been established by resolution of the board of directors of the Company (the
Board) and is to be known as the Audit Committee. Its terms of reference replace the terms of reference of
any pre-existing Audit Committee.
Membership
2. The Committee, for so long as the Company has only two independent non-executive directors, shall
comprise two members and thereafter shall comprise not less than three members, in either case appointed
by the Board from amongst the independent non-executive directors of the Company. Any member who is
determined no longer to be independent shall resign from the Committee. The Committee Chairman shall be
appointed by the Board and shall be an independent non-executive director. In the absence of the
Committee Chairman the members attending shall elect one of them to be chairman for that meeting. The
quorum for meetings of the Committee shall be two.
3. Appointments to the Committee shall be for a period of up to three years and may be extended by no
more than two additional three-year periods, provided that the members continue to be independent.
4. At least one member of the Committee shall have been determined by the Board to have recent and
relevant financial experience. The members of the Committee shall be provided with an induction
programme and appropriate and timely training relevant to their membership of the Committee.
5. The Chairman of the Board, executive directors and other members of management of the Company
shall not be members of the Committee. They, together with other relevant or expert person(s),
representative(s) of the external auditors and/or the head of Risk Management/Internal Audit (Internal
Audit), may attend meetings at the invitation of the Committee Chairman.
6. Appointments to the Committee shall be made by the Board on the recommendation of the
Nomination Committee.
Secretary
7. The Company Secretary or his or her nominees shall act as the secretary to the Committee.
Meetings
8. Meetings shall be held at least three times a year or more frequently as circumstances require. At
least once a year, without the presence of executive management, the Committee shall meet separately with
each of the external auditors and the head of Internal Audit to discuss matters relating to its remit and any
issues arising from the audit. In addition, the head of Internal Audit shall be given the right of direct access
to the Committee Chairman.
9. The Committee shall have access to the services of the Company’s secretariat function on all
Committee matters, including assisting the Committee Chairman in planning the Committee’s work, drawing

up meeting agendas, maintenance of minutes, drafting of material about its activities for the annual report,
collection and distribution of information and provision of any necessary practical support.
Notice of Meetings
10. Meetings of the Committee shall be summoned by the secretary of the Committee at the request of
any of its members or at the request of external or internal auditors if they consider it necessary.
11. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with
an agenda of the items to be discussed, shall be forwarded to each member of the Committee, any other
person required to attend and all other non-executive directors, no later than two working days before the
date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as
appropriate, at the same time.
Reporting Responsibilities
12. The secretary shall minute the proceedings and the resolutions of all Committee meetings, including
the names of those present and in attendance. The secretary shall ascertain, at the beginning of each
meeting, the existence of any conflict of interest and minute them accordingly. Minutes of Committee
meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of
the Board, unless a conflict of interest exists.
13. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on
all matters within its duties and responsibilities. The Committee shall make whatever recommendations to
the Board it deems appropriate on any area within its remit where action or improvement is needed.
14. The Committee shall bring to the attention of the Board and/or make appropriate recommendations
to the Board concerning those matters that have been considered or reviewed by it at the meeting of the
Board next following a meeting of the Committee.
15. The Committee Chairman shall attend the Annual General Meeting prepared to respond to any
shareholder questions on the Committee’s activities raised at that meeting.
Authority
16. The Committee is authorised by the Board to:
(a) investigate any activity within its terms of reference;
(b) seek any information that it properly requires from any employee of the Company or any subsidiary
company in order to perform its duties and all employees are directed by the Board to co-operate
with any request made by the Committee; and
(c) call any director or other employee to be questioned at a meeting of the Committee as and when
required.
17. If the Committee considers it necessary so to do it is authorised to obtain appropriate external advice
to assist it in the performance of its duties and to secure the services of outsiders with relevant experience
and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any
advice or services shall be paid by the Company within the limits as authorised by the Board.
Duties
18. The duties of the Committee shall be to:
(a) consider the appointment, resignation or dismissal of the external auditor;

(b) investigate the issues leading to any resignation of an auditor and decide whether action is required;
(c) discuss with the external auditor the nature and scope of the audit (including any significant
ventures, investments or operations which are not subject to audit);
(d) make recommendations to the Board, for it to put to the shareholders for their approval in general
meeting, in relation to the appointment of the external auditor and to approve the remuneration and
terms of engagement of the external auditor;
(e) review and monitor the external auditor’s independence and objectivity and the effectiveness of the
audit process, satisfying itself that there are no relationships between the auditor and the Company
(other than in the course of business) and taking into consideration relevant UK professional and
regulatory requirements;
(f) develop and implement policy on the engagement of the external auditor to supply non-audit
services, taking into account relevant ethical guidance regarding the provision of non-audit services
by the external audit firm;
(g) review and consider the results of the external audit, its cost effectiveness and the audit fee;
(h) assess annually the qualifications, expertise and resources of the external auditor;
(i) consider communications from the external auditors on statutory and regulatory audit planning and
findings and on material weaknesses in accounting and internal control systems that came to the
external auditor’s attention;
(j) agree with the Board a policy on the employment of former employees of the external auditor, then
monitor the implementation of this policy;
(k) review and discuss with management and auditors the preliminary results, interim information,
annual financial statements and any other formal statements by the company which are financial in
nature before submission to the Board, focusing particularly on:
(i) the quality and acceptability of the accounting policies and practices and financial reporting
disclosures and changes thereto;
(ii) areas involving significant judgement, estimation or uncertainty;
(iii) the detecting of material misstatements by the auditors that individually or in aggregate have
not been corrected and management’s explanations as to why they have not been adjusted;
(iv) the basis for the going-concern assumption;
(v) their complying with financial reporting standards and relevant financial and governance
reporting requirements;
(l) discuss any difficulties, reservations or other matters arising from the external auditor’s audits (in the
absence of management where necessary);
(m) make recommendations to the Board concerning any proposed new or amended accounting policy;
(n) review, prior to its consideration by the Board, the external auditor’s report to the directors and
management’s response;

(o) review the Company’s internal financial controls, the Company’s internal control and risk
management systems and the Company’s annual statement on internal control systems and in
particular where requested by the Board to review:
(i) the policies and overall process for identifying and assessing business risks and managing
their impact on the Company;
(ii) regular assurance reports from management, Internal Audit, external audit and others on
matters related to risk and control;
(iii) the timeliness of, and reports on, the effectiveness of corrective action taken by
management;
(p) consider any necessary disclosure implications of the process that has been applied by the Board to
deal with material internal control aspects of any significant problems;
(q) consider the major findings of any relevant internal investigations into control weaknesses, fraud or
misconduct and management’s response (in the absence of management where necessary);
(r) consider the disclosure about the role of the Committee included in the annual report and compile a
report to shareholders on its activities to be included in the annual report;
(s) monitor and review the effectiveness of the Company’s Internal Audit function;
(t) approve the appointment and removal of the head of the Internal Audit function;
(u) review other disclosures or documents as determined by the Board;
(v) monitor systematically and obtain assurance that the executive limitations relating to financial
matters (which require certain expenditure and commitments to be approved by the Board) are being
observed;
(w) review arrangements by which staff of the Company may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other matters. The objective shall be to
ensure that arrangements are in place for the proportionate and independent investigation of such
matters and for appropriate follow-up action;
(x) consider other topics, as defined by the Board, such as the Company’s policies for preventing or
detecting fraud, its code of corporate conduct/business ethics, or the policies for ensuring that the
Company complies with relevant regulatory and legal requirements; and
(y) review annually its terms of reference and its own effectiveness and recommend any necessary
changes to the Board.
For further information, please contact:
Dave Forsey, Chief Executive T. 0870 333 9400
Bob Mellors, Group Finance Director
Sports Direct International plc
Jonathon Brill / Ben Foster / Andrew Dowler T. 020 7831 3113
Financial Dynamics